Jones v. Radatz

• Decision Date: 07 October 1880
• Citation: 6 N.W. 800,27 Minn. 240
• Parties: JONES v RADATZ AND ANOTHER.
• Court: Minnesota Supreme Court

27 Minn. 240

6 N.W. 800

JONESvRADATZ AND ANOTHER.

Supreme Court of Minnesota.

Filed October 7, 1880.

Appeal from judgment of municipal court, city of St. Paul.

Edmund R. Hollinshead, for appellant.

Mainzer & Forbes, for respondent.

GILFILLAN, C.J.

The plaintiff, claiming to be a bona fide holder, brings suit on an instrument in the following form:

“$135. P.O. ST. PAUL, COUNTY OF RAMSEY, STATE OF MINNESOTA, September 7, 1878.}

“Three months after date, we, or either of us, promise to pay to H. K. White & Co., or bearer, $135, payable at the Second National Bank of St. Paul, Minnesota, for value received, with 12 per cent. interest per annum, from date, and reasonable attorney's fees, if suit be instituted for the collection of this note.” [Signed.]

The defendants allege that their execution of the instrument was procured through fraud. The evidence was such as to justify the jury in finding that it was so procured. The admissibility of this defence as against plaintiff, a purchaser before maturity, for value, and without notice, is the question before us; that is, is the instrument a negotiable promissory note? It is so unless by reason of the stipulation to pay reasonable attorney's fees in case of suit brought. The decisions have permitted considerable departure from the original simplicity of commercial paper. Stipulations collateral to the obligation, such as relating to security, or to the remedy to enforce the obligation, have been held not to affect the negotiable character of the instrument. But we know of no case which concedes that the fixed character of the obligation may be changed either by making it uncertain as to amount, or time of payment, or person by whom or to whom payable, or by making it depend to any extent on a contingency, without depriving the instrument of the negotiability. Certainty, in these respects, is essential to negotiability.

The instrument before us has this certainty as to the $135 and the interest. But the whole instrument must be taken together. The promise to pay the $135 and interest is not the whole of the promise-not the entire obligation created. The entire promise and obligation is to pay absolutely that sum and interest, and in a particular contingency, to-wit, the bringing suit by the payee after default, to pay a further amount not fixed, and not capable of being ascertained from the instrument itself. The suggestion in some of the cases-Sperry v. Hoar, 32 Iowa, 184;Seaton v. Scovill, ...